Brian H. Blaney (Shareholder) born Cincinnati, Ohio, July 9, 1968; admitted to bar, 1998, Arizona. Education: University of Michigan (B.B.A., Finance, 1990); University of Notre Dame Law School (J.D., magna cum laude, 1998). Brian Blaney concentrates his practice on corporate and securities law, mergers and acquisitions, and private equity investments. Brian has extensive experience in capital markets transactions including public and private offerings of equity and debt securities. Brian regularly advises public companies on mergers and acquisitions as well as on compliance with SEC reporting requirements, stock exchange listing rules, and general corporate matters. In addition to advising companies in a broad range of industries, Brian has significant experience in the securities aspects of real estate syndicates and real estate investment trusts.
Areas of Concentration
· Securities law
· Public offerings
· Mergers and acquisitions
· Venture capital and private placements
· Corporate law
Significant Representations
· Represents issuers, selling stockholders, and underwriters in public offerings and private placements of equity and debt securities.
· Represents public companies with respect to securities law compliance, governance issues, and general corporate matters.
· Represents buyers and sellers in M&A transactions.
· Represents emerging growth companies in connection with business plan development, private placement memorandum drafting, and venture capital financing.
· Represents venture capital funds with respect to portfolio company investments.
Professional & Community Involvement
· Board of Directors, Desert Voices Oral Learning Center
· Chairman of Awards Selection Committee, Governor's Celebration of Innovation
· Member, Association for Corporate Growth, Arizona Chapter
· Past Board Member, Enterprise Network
· Past Planning Committee Member, Invest Southwest (f/k/a Arizona Venture Capital Conference)
· State Bar of Arizona
- Past Chairman, Securities Regulation Section
- Member, Securities Regulation Section and Business Law Section
· Business Law Section Member, American Bar Association
Awards & Recognition
· Listed, Best Lawyers in America, 2010
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2006-2009 editions
· Selected by Southwest Super Lawyers magazine, 2007-2009 editions
- Selected as one of the Top 50 Super Lawyers in Arizona, 2007
Articles, Publications, & Lectures
Articles
· Author, "Keeping Current with SEC Disclosure Rules and Trends," Inside the Minds, SEC Compliance Best Practices (2009)
· Assisted the authors with updates of Going Public: Practice, Procedure, and Consequences by Carl W. Schneider, Joseph M. Manko, and Robert S. Kant (2002 and 2006)
· Co-Author, Agency Authority in LLC Statutes (Part I): Uniformity and Peculiarity, 4 J. Ltd. Liab. Cos. 139 (1998)
· Co-Author, Agency Authority in LLC Statutes (Part II): Hypothetical Situations and Practical Suggestions, 5 J. Ltd. Liab. Cos. 11 (1998)
Speeches
· Faculty Speaker, Preparing for the Sale of a Small or Middle Market Business, State Bar of Arizona CLE by the Sea (2009)
· Panelist, Prepare Your Business Today for Future Sale, Enterprise Network Executive Forum (2008)
· Co-Chair, Securities Offering Reform and Accounting Issues for Smaller Public Companies, State Bar of Arizona Securities Regulation Seminar (2006)
· Co-Chair, Private Equity Transactions, State Bar of Arizona Securities Regulation Seminar (2004)
Member: State Bar of Arizona (Past Chairman, Securities Regulation Section; Member, Securities Regulation Section and Business Law Section); American Bar Association (Member, Business Law Section).
Practice Areas: Corporate & Securities.Email: Brian H. Blaney
Mary E. Bruno (Assistant General Counsel) born Morristown, New Jersey, 1961; admitted to bar, 1986, California; 1997, Arizona; 2003, Navajo Nation. Education: University of Arizona (B.A., 1983); University of California, Hastings College of the Law (J.D., 1986) Phi Delta Phi.
Mary E. Bruno is the Assistant General Counsel for Greenberg Traurig and works with the General Counsel in the areas of risk management, employment, and handling conflict and ethics issues. Ms. Bruno has worked with our Labor and Employment Law group focusing on advising and representing companies and managers in all aspects of labor and employment law, but not limited to, National Labor Relations Board matters (organizing drives, representation hearings, election campaigns, unfair labor practice proceedings, RC and RM petitions, decertification and deauthorization elections, collective bargaining negotiations, arbitrations, unit clarification petitions, injunctions, project agreements and dual gate picketing); EEOC and state civil rights agency discrimination charges; Title VII discrimination and harassment lawsuits; compliance with the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Meyers-Milias Brown Act, the California Fair Employment and Housing Act, the Arizona Civil Rights Act, the Navajo Nation Preference in Employment Act; wage and hour issues, including compliance with Fair Labor Standards Act and the Davis Bacon Act; the protection of proprietary information and drafting and enforcement of covenants not to compete; development of personnel policies, manuals, employment and separation agreements; the development and presentation of training programs and materials covering a variety of employment law matters; advising and defending employers in cases involving wrongful termination, breach of contract, discrimination, intentional infliction of emotional distress, negligent hiring, supervision and retention and other tort claims.
Areas of Concentration
· Labor and Employment
· Construction Labor Law
· Federal Indian Law
· Navajo Nation Law
Significant Representations
· Successful negotiation of collective bargaining agreements and project agreements in the construction industry.
· Successful defense of Title VII and ADEA and ADA actions.
· Successful defense of Title VII class actions.
· Successful representation of many clients before the National Labor Relations Board in representation and unfair labor practice cases.
· Successful representation of employers facing Union Corporate Campaigns.
Professional & Community Involvement
· Member of the Membership, Training and Awareness Taskforce of EADV (Employers Against Domestic Violence) Taskforce of the Maricopa Association of Governments
· Member, State Bars of Arizona and California
· Member, Navajo Nation Bar
· Member, American Bar Association, Labor and Employment Law Section
· Member, California Bar Association, Labor and Employment Law Section
· Member, Arizona Bar Association, Labor and Employment Law Section
· Member, Maricopa County Bar Association, Labor and Employment Law Section
· Member, Programs, Arizona Association of Defense Counsel, Employment Defense Section, 2000 Co-Chair
· Instructor, Supervisory Series and Human Resources Certification Program, University of California, 1991-95
Awards & Recognition
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2006-2009 editions
Articles, Publications, & Lectures
Articles
· Author, "Training Tidbits - Do's and Don'ts in Harassment Training," The Corporate Counsel 2001 Spring, reprinted spring 2003
Lectures
· Lecturer, "Anti-Discrimination Laws Regarding Gender Bias and Sex Stereotyping: A Discussion of Gender Issues in the Modern Workplace," Labor and Employment Section, Arizona State Bar, January 2007
· Presenter, "Managing the Workplace, Problems of Employee Theft and Financial Manipulation," Sterling Education Services, February 2005
· Presenter, "Labor and Employment Law Eye for the Non-Labor and Employment Law Guy," Maricopa County Bar Association, November 2004
· Presenter, "Trends and Developments in Equal Employment Opportunity Law," Greenberg Traurig, LLP Labor and Employment Law Seminar, October 2004
· FLSA Fair Pay Act Review - Out with the Old and In with the New - "Kinda," 2004
· Presenter, "The ADA and FMLA," Fundamentals of Employment Law in Arizona, Sterling Education Services, December 2003
· Presenter, "Searches, Seizures, and Surveillance and the Fair Credit Reporting Act (FCRA)," Fundamentals of Employment Law in Arizona, Sterling Education Services, December 2003
· Presenter, "The Perfect Storm: What Every Business Lawyer Needs to Know About Labor and Employment Issues," "Batten Down the Hatches," ABA Conference Section of Business Law, Small Business Committee, August 2003
Speeches
· Presenter, "Who Wants to Be a Wage and Hour Millionaire," Greenberg Traurig, LLP Labor and Employment Law Seminar, October 2006
· Presenter, "Who Wants to Be a Wage and Hour Millionaire," Prescott Human Resources Association, August 2006
· Presenter, "Disabilities and Leaves: An FMLA and ADA Update," Greenberg Traurig, LLP Labor and Employment Law Seminar, October 2005
Member: State Bar of Arizona (Member, Labor and Employment Law Section); State Bar of California (Member, Labor and Employment Law Section); Navajo Nation Bar; American Bar Association (Member, Labor and Employment Law Section); Maricopa County Bar Association (Member, Labor and Employment Law Section); Arizona Association of Defense Counsel (Co-Chair, Employment Defense Section, 2000).
Practice Areas: Labor & Employment; American Indian Law.Email: Mary E. Bruno
Rebecca Lynne Burnham (Real Estate Practice Group Manager - Phoenix Office) born West Monroe, Louisiana, February 26, 1953; admitted to bar, 1980, Arizona. Education: Arizona State University (B.S., magna cum laude, 1977); University of California at Los Angeles, School of Law (J.D., 1980) Roscoe Pound Award; Order of the Barrister.
Rebecca Burnham represents real estate development interests primarily in connection with the acquisition, planning, development, financing, operation and sale of real estate developments and also represents real estate interests in connection with legislative and public policy matters pertaining to economic development and land planning.
Areas of Concentration
· Acquisition, planning, development, financing, operation and sale of real estate developments of all types with an emphasis on master plans and mixed-use development
· Entitlements including pre-annexation and development agreements
· Infrastructure planning and finance
· Construction including alternative construction methods
· Economic development incentives
· Acquisition, planning and development of state trust lands
· State legislation (land planning, infrastructure finance, economic land development, state trust lands)
Significant Representations
· Represent developers of master planned and mixed-use developments, including coordination of consultants and others, in connection with acquisition, entitlement, financing and development matters (including land ownership structures and participation agreements; pre-annexation and development agreements; infrastructure finance strategies and terms including community facilities and other special taxing districts, impact fees and joint development agreements; intergovernmental and other agreements for public infrastructure and services including traffic interchanges, school sites and other public-use sites; utility extension and service agreements; water and wastewater supply and delivery including assured water supply issues and franchise elections; community governance and associations; sales to homebuilders and commercial, retail, resort and other end-users; and compliance and relationships with state and local regulatory bodies).
· Represent planning permittees and developers of state trust land parcels, as well as prospective purchasers and lessees of state trust land, including negotiating the terms of complex planning permits and disposition terms including long-term ground leases and comprehensive infrastructure agreements.
· Represent developers of urban development and redevelopment projects, including coordination of consultants and others, in connection with acquisition, entitlement, financing and development matters (including development agreements, economic development incentives, infrastructure finance, utility agreements, construction agreements, reciprocal easement and maintenance agreements and compliance with state and local regulatory bodies).
· On behalf of major industry associations, have negotiated and served as principal draftsman of legislative and other initiatives relating to land planning, economic development and infrastructure finance, including state trust land reform, economic development tools, infrastructure finance and Arizona's 2001 overhaul of its state military airport land-use compatibility legislation and subsequent amendments thereto.
Professional & Community Involvement
· ASU Economic Club
· ASU Foundation Women and Philanthropy Program
· Board of Directors, Blue Cross Blue Shield of Arizona, Inc.
· Board of Directors, Crisis Nursery Foundation
· Federalist Society
· Homebuilders Association of Central Arizona
· Honorary Commander, Luke Air Force Base
· Lambda Alpha Epsilon (land economics society)
· Board of Directors, Teach For America, Arizona region
· Tocqueville Society, Valley of the Sun United Way
· Urban Land Institute
- Community Development Council Green
· Valley Partnership
Awards & Recognition
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world 2005-2009 editions
· Listed, Best Lawyers in America, (Woodward/White, Inc. of Aiken, S.C.), 1999-2010
· Listed, Legal 500 US, 2009 edition
· Listed, "Leading Lawyers," Phoenix Business Journal, 2006
· Listed as one of the "Lawdragon 500 Leading Dealmakers in America," Lawdragon.com, 2007
· Selected by Southwest Super Lawyers magazine, 2007, 2008 and 2009 editions
- Selected as one of the Top 50 Super Lawyers in Arizona, 2007, 2008 and 2009 editions
· Listed, The Legal 500, 2007, 2008 and 2009 editions
Articles, Publications, & Lectures
Lectures
· Guest Lecturer, "Arizona State Trust Lands," Arizona State University Masters in Real Estate Development, April 3, 2007.
· Lecturer, "Developer and Government Perspectives on Development Agreements," Law Seminars International, January 31, 2007.
· Co-Chair & Lecturer, "Developer and Government Perspectives on Development Agreements," Law Seminars International, February 15, 2008.
Member: Homebuilders Association of Central Arizona.
Practice Areas: Real Estate.Email: Rebecca Lynne Burnham
Michael Cafiso (Shareholder) born New York, N.Y., May 3, 1956; admitted to bar, 1982, Texas; 1990, Arizona. Education: Georgia State University (B.B.A., summa cum laude, 1978); Emory University School of Law (J.D., 1982); Emory University (M.B.A., 1982).
Michael Cafiso has broad experience in the various types of tax-exempt and taxable financings, including general obligation, sales tax, revenue, special assessment, certificate of participation and municipal leasing issues and financings for water and sewer, industrial development health care, tax increment, housing and education projects.
Areas of Concentration
· Public finance
Significant Representations
· Represents issuers (as both bond and general counsel), underwriters, and other types of participants in a comprehensive variety of municipal finance transactions.
Professional & Community Involvement
· Member, American Bar Association
· Member, National Association of Bond Lawyers
Awards & Recognition
· Listed, Best Lawyers in America, 2007-2010
Previous Employment
· Assistant Attorney General, State of Texas, 1982-83
Articles, Publications, & Lectures
Articles
· Co-Author; A Case For Public Finance Reform in Texas, 23 Houston Law Review 1113, October, 1986
· Editor-in-Chief, Annual Survey of Bankruptcy Law, 1981-82
Member: American Bar Association; National Association of Bond Lawyers.
Practice Areas: Public Finance; Hotels, Resorts & Clubs.Email: Michael Cafiso
David D. Cleary (Shareholder) admitted to bar, 1988, Arizona; 1990, Illinois. Education: Arizona State University (B.S., cum laude, 1984); DePaul University College of Law (J.D., with honors, 1987) DePaul Law Review. Practice Areas: Business Reorganization & Bankruptcy.Email: David D. Cleary
John E. Cummerford (Shareholder) born Queens, New York, June 21, 1958; admitted to bar, 1984, New York; 1992, California; 2002, Arizona. Education: Arizona State University (B.A., cum laude, 1980); Columbia University School of Law (J.D., 1983).
John Cummerford's practice focuses on the legal and business needs of established and emerging growth companies, with particular emphasis on software, Internet, hardware and related businesses. He advises a wide range of clients in regard to technology-related transactions, including software licensing, product development, e-commerce, co-marketing, OEM and other arrangements. He has extensive experience in complex licensing, manufacturing, distribution, development, due diligence and intellectual property audit transactions. Prior to joining the firm, John was a principal in his previous firm and also managed that firm's information technology transfer practice.
John also served as Vice President & General Counsel of Kaleida Labs, an Apple/IBM multimedia joint venture, and as Vice President & General Counsel of Candle Corporation, a large mainframe software company. He began his career as corporate counsel for IBM, responsible for handling licensing, development and marketing matters for the IBM personal computer and outsourcing lines of business. John's in-house legal experience has included a wide variety of practice areas, including antitrust, commercial, bankruptcy, corporate, and employment law.
Areas of Concentration
· Intellectual property law
· Computer law
· Internet law
· Technology licensing
Significant Representations
· Advised on investment in RoseStreet Labs Energy, Inc. by Sumitomo Chemical
· Advised on acquisition of IC Services by FlipChip International, LLC.
· Advised on stock sale of Dora Technologies International, Inc. by Fas-Co Coders, Inc.
· Advised on leveraged buy-out by Texas Pacific Group of Paradyne from Lucent Technologies. *The above matter was handled by John prior to his joining Greenberg Traurig.
· Advised on intellectual property issues on numerous venture capital financings, private placements and IPOs.
Professional & Community Involvement
· Advisory Board, Arizona State University Technopolis
· Board of Directors, Arizona Technology Council
· President, Bridge Toastmasters Club
· Board of Directors, Make-A-Wish Foundation of Arizona
Awards & Recognition
· Listed, Best Lawyers in America, 2002 - 2010
· Selected by Southwest Super Lawyers magazine, 2007, 2008 and 2009 editions
Previous Employment
· Name Partner, Weinberg Cummerford Legal Group (Phoenix, AZ)
· Vice President, General Counsel & Secretary, Kaleida Labs (Mountain View, CA)
· Vice President & General Counsel, Candle Corporation (Santa Monica, CA)
· Corporate Counsel, IBM Corporation (New York, Florida, California)
Articles, Publications, & Lectures
Articles
· Co-Author, "Keeping Your Secrets Secret: A Practical Guide to Company Security," BizAZ Magazine, July/August 2007
· Author, "Due Diligence: Getting It Done Before It's Due," BizAZ Magazine, May/June 2007
· Author, "How To Protect Your Products (and Do It Right)," BizAZ Magazine, March/April 2007
· Author, "What's In A Name? The Dos and Don'ts of Picking the Right Trademark (Without Breaking the Bank)!" BizAZ Magazine, November/December 2006
· Author, "If I'd Only Known...10 Popular Misconceptions About Intellectual Property To Learn Before It's Too Late," BizAZ Magazine, September/October 2006
· Author, "Oodles of Googles...Cybersquatting Is Down But Not Out Yet," BizAZ Magazine, July/August 2006
· Author, "Legal Blog Mines," BizAZ Magazine, May/June 2006
· Author, "Employee Blogs are Latest Web-based HR Issue," The Business Journal, March 3, 2006
· Author, "To Shred, or Not to Shred," BizAZ Magazine, November/December, 2002
· Author, "Danger Zone," Arizona Journal, (State Bar Convention Supplement), June, 2001
· Author, "No Secrets," Arizona Journal, (State Bar Convention Supplement), June, 2000
· Author, "Sig Alert on the Information Superhighway," BizAz Magazine, November/December, 1999
· Author, "Songs Online," Arizona Journal (July 19, 1999)
· Author, "My Turn," (Law Gives House Key to Government), Arizona Republic column, September 15, 1999
Speeches
· Speaker, Arizona State Bar Association, Business Law Committee, "IP Agreements for the Emerging Company," May 2003
· Speaker, Arizona State Bar Association, Technology Law Committee, "Controlling Damages in Technology Cases," March 2003
· Speaker, PLI Advanced Licensing Agreements for the New Economy, New York, San Francisco, 2001
· Speaker and Co-Chair, National Business Institute: The Law of the Internet, Phoenix, 2000
· Speaker, Write Smart, 47th Annual State Convention, Arizona Press Women's Association, Scottsdale, 2000
· Speaker, PLI Advanced Seminar on Licensing Agreements, San Francisco, 1999
Languages: Spanish, Conversational. Practice Areas: Intellectual Property & Technology; Technology, Media & Telecommunications.Email: John E. Cummerford
William R. DeHaan (Shareholder) born Harvey, Illinois, July 10, 1962; admitted to bar, 1986, Illinois; 1988, Arizona; 2003, North Dakota. Education: University of Illinois at Urbana-Champaign (A.B., Economics, magna cum laude, 1983); University of Illinois College of Law (J.D., magna cum laude, 1986).
Bill DeHaan has focused his practice in the area of municipal finance since 1986. He has served as bond counsel, underwriter's counsel, issuer's counsel and trustee's counsel in an extensive range of municipal financings, including general obligation, enterprise (utility) revenue, housing, student loan, 501(c)(3) and special districts. Prior to joining Greenberg Traurig in 2001, Bill was the Phoenix office managing partner for a national law firm.
Areas of Concentration
· Municipal finance
· Utilities
· Housing
· Education
Significant Representations
· Drafted master bond documents for the City of Phoenix and/or non-profit corporation issuing on behalf of the City for its Airport, Water and Wastewater utility revenue bond issues.
· Primary author of Arizona Housing Development Finance legislation and legislation authorizing municipal swap agreements.
Professional & Community Involvement
· Member, National Association of Bond Lawyers
Awards & Recognition
· Listed, Best Lawyers in America, 2007 - 2009
Articles, Publications, & Lectures
Articles
· Panelist, Student Loan Revenue Bonds-National Association of Bond Lawyers Annual Workshops.
Member: National Association of Bond Lawyers.
Practice Areas: Public Finance.Email: William R. DeHaan
John Alan Doran (Shareholder) born New York, New York, May 25, 1962; admitted to bar, 1988, Arizona; 2006, Texas; U.S. Court of Appeals, Eleventh Circuit; U.S. Court of Appeals, Fifth Circuit; U.S. Court of Appeals, Ninth Circuit; U.S. Court of Appeals, Seventh Circuit; Supreme Court of the United States. Education: Loyola Marymount University (B.A., Political Science and Film/Radio/Television, magna cum laude, 1985) Third, 1985 National Intercollegiate Debate Tournament; Fourth, 1984 National Intercollegiate Debate Tournament; Vanderbilt University Law School (J.D., 1988) Order of the Coif; Vanderbilt Bar Association Scholar; Bass Berry & Sims Scholar; Moot Court Board Award; Oralist, International Moot Court Team; Finalist, Appellate Advocacy Competition; Semi-Finalist, ATLA Mock Trial Competition.
John Alan Doran focuses his practice in the areas of labor & employment, appellate, and litigation. He is listed in Best Lawyers in America for his labor and employment practice, and has repeatedly been recognized by his peers as among the "Best of the Bar" in Arizona. He is also rated in Chambers USA for labor & employment. In addition, John has been recognized by his peers as a "Southwest Super Lawyer" for his labor & employment practice and his appellate practice.
John's labor & employment practice covers a broad range of services from client counseling and prevention strategies, to litigation, to appeals. His practice includes mass employment and wage/hour class and collective action litigation; employment discrimination and wrongful termination litigation; ERISA litigation; non-competition, trade secret, and unfair competition litigation; arbitration; traditional labor law and union avoidance; OSHA compliance and defense; harassment training and litigation; executive employment contracts; downsizing; qui tam and government contractor obligations; and personnel policies and disciplinary issues. John is a nationally recognized lecturer in the labor & employment field.
John's appellate practice is wide-ranging. He has argued multiple cases to the Arizona Supreme Court and the Arizona Court of Appeals. John has also argued dozens of cases in the federal appellate system, including the Fifth, Ninth, and Eleventh U.S. Circuit Courts of Appeals. He has handled countless administrative appeals before state and federal administrative tribunals. John's appellate experience includes diverse cases covering such areas as First Amendment free speech/free exercise, CERCLA, ERISA, OSHA, international arbitration of antitrust disputes, commercial real estate contracts, commercial insurance coverage, employment discrimination, sexual harassment, civil rights, immigration, and workers' compensation.
John also practices in the area of litigation. In addition to the many employment disputes he has litigated, John has litigated cases on such broad-ranging subjects as commercial lease disputes, political asylum, civil rights deprivation, commercial contracts, and personal injury matters. John is a regular instructor for the National Institute of Trial Advocacy.
Areas of Concentration
· Labor and Employment
· Appellate
· Litigation
Significant Representations
· Labor & Employment Matters
- Member of a National Coordinating Counsel team overseeing the litigation of a large number of wage/hour class actions, collective actions, and MDL proceedings on behalf of a large national employer.
- Defeated class certification of a large national ERISA class action.
- Successful defense and resolution of a WARN Act class action.
- Successful defense of age discrimination claims in multiple jurisdictions on behalf of national manufacturer.*
- Trial to defense judgment of employment fraud and contract claims on behalf of a national manufacturer.*
- Countless awards of summary judgment on behalf of employers in employment and wrongful discharge cases in several state and federal courts.
- Obtained a temporary restraining order, and preliminary and permanent injunctions against former employees and their new employer for trade secret theft and unfair competition.
- Defeated a union organizing campaign on behalf of national restaurant chain.*
- Defeated OSHA citations in multiple workplace fatality and injury cases.*
· Appellate Matters
- Obtained reversal of an adverse summary judgment award in a commercial lease dispute.*
- Obtained reversal of an adverse penalty assessment in a wage/hour dispute.*
- Defeated interlocutory appeal of class certification denial in an ERISA matter.
- Defeated appeal of a judgment on a procedural issue of first impression in the Ninth Circuit involving a complex issue of claim preclusion.
- Successful representation of religious entity on First Amendment grounds with respect to defamation and privacy tort claims.*
- Overturned trial court's denial of motion to compel arbitration in multiple, serial appeals of the arbitration issue.
· Other Litigation Matters
- Obtained a jury verdict in favor of a national retailer in a civil rights action.*
- Obtained a verdict and full recovery of attorneys' fees in a commercial lease dispute on behalf of commercial landlord against a former law firm tenant.*
- Obtained an award of political asylum on behalf of a Guatemalan asylum candidate who was tortured, shot, and forcefully conscripted into a village militia.*
- Obtained an arbitration award on behalf of an international medical products manufacturer defending against claims for breach of contract and fraud with respect to an MRI sale.*
*The above matters were handled by John prior to his joining Greenberg Traurig.
Professional & Community Involvement
· Lawyer Representative, Ninth Circuit Judicial Conference
· Editorial Board, Arizona Employment Law Handbook
· Chair, Arizona State Bar Labor & Employment Section, 2003 - 2004
· Chair, Arizona Association of Industries, HR Subcommittee, 2002
· Special Appointment, Arizona Jury Instructions Committee, Subcommittee on Employment Law Instructions, 2004
· Charter Member, Management Labor & Employment Roundtable
· Member, American Employment Law Council
· Member, Federal Bar Association
· Member, Arizona Bar Association
· Member, Maricopa County Bar Association
· Member, Arizona Celtic Bar Association
· Member, Society for Human Resource Management
· Member, Valley of the Sun Human Resources Association
Awards & Recognition
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2005-2009 editions
· Listed, Best Lawyers in America, 2007 - 2010
· The Business Journal's "Best of the Bar Award" for Labor and Employment Law, 2003, 2004 and 2005
· Selected by Southwest Super Lawyers magazine, 2007, 2008 and 2009 editions
· Selected by Franchise Times as "101 Legal Eagles", 2005
Articles, Publications, & Lectures
Articles
· "Disproportionate Incongruity: State Sovereign Immunity and The Future of Federal Employment Discrimination Laws," Michigan State University Law Review
· "It Takes Three to Tango: The Intentional Interference With Contract Tort and Supervisory Liability in the Employment Setting Under Arizona Law," Arizona State Law Journal
· "An Overview of Massachusetts Law of Wrongful Termination of Employment," Massachusetts Law Review
· "HIV and Disability Discrimination in the United States," International Legal Strategies (Japan)
· "Using Severance Agreements to Avoid Litigation," The Employer's Handbook 1998: Cutting Edge Employment Law Issues for Human Resources Professionals
· "Ten Tips for Buying EPLI and Making Others Pay for Your HR Mistakes," Arizona Labor Letter
· Board of Editors and Contributing Author, Arizona Employment Law Handbook
Speeches
· Speaker, "Protecting Trade Secrets & Proprietary Business Assets - What's Your Strategy?" Fifth Annual Labor and Employment Law Advanced Practices Symposium, March 2009
Member: State Bar of Arizona (Member, Labor & Employment Section, 2003-2004); Arizona Association of Industries (Chair, HR Subcommittee, 2002); Federal Bar Association; Maricopa County Bar Association; Arizona Celtic Bar Association; Valley of the Sun Human Resources Association.
Practice Areas: Labor & Employment; Appellate; Litigation.Email: John Alan Doran
Jennifer Dubay (Shareholder) born 1963; admitted to bar, 1990, Arizona; U.S. District Court for the District of Arizona; U.S. Court of Federal Claims. Education: University of Arizona James E. Rogers College of Law (J.D., cum laude, 1990) Dean's List; Dean's Achievement Award Scholarship; Phi Alpha Delta.
Jennifer Dubay focuses her practice in the areas of commercial litigation and condemnations. She has represented private and publicly held companies and financial institutions in litigation matters involving contract, franchise, commercial and consumer finance, and securities issues. Jennifer also has experience in representing private owners and condemning authorities in condemnations involving right to take, valuation, redevelopment, special assessment district, aviation and environmental matters.
Areas of Concentration
· Commercial litigation
· Condemnation
Professional & Community Involvement
· Member, Board of Directors Valley Youth Theatre, (1999-2000)
· Member, State Bar of Arizona
- Editorial Board Member of Arizona Attorney, (1993-1995)
· Member, American Bar Association
- Member, Public Contract Law Section
· Member, Federal Bar Association
· Member, Board of Directors, University of Arizona James E. Rogers College of Law, Law College Association
· Member, Pima County Bar Association, (1990-1998)
- Editor of The Writ, (1995-1997)
- Pima County Young Lawyers Division (Board of Directors 1991-1996, President 1994-1995)
· Member, Sandra Day O'Connor Inn of Court
Awards & Recognition
· Bar Service Award presented by Pima County Bar Association for outstanding service to the legal community (1997)
Articles, Publications, & Lectures
Lectures
· Panelist, "Exploring the World of Practice in a National Firm," Board of Visitors of the James E. Rogers College of Law, January 2007.
Member: State Bar of Arizona (Editorial Board Member, Arizona Attorney, 1993-1995); American Bar Association (Member, Public Contract Law Section); Federal Bar Association; Pima County Bar Association (Editor, The Writ, 1995-1997; Member, Board of Directors, 1991-1996 and President, 1994-1995, Young Lawyers Division).
Practice Areas: Litigation.Email: Jennifer Dubay
Booker T. Evans (Shareholder) born Hattiesburg, Mississippi, April 3, 1947; admitted to bar, 1978, Nevada; 1985, Arizona; U.S. Court of Appeals, Ninth Circuit; U.S. District Court for the District of Arizona; U.S. District Court for the District of Nevada. Education: Northern Arizona University (B.A., 1969); Northern Arizona University (M.A., 1970); Saint Louis University School of Law (J.D., 1978).
Booker T. Evans focuses his practice in the areas of White Collar Crime and Commercial Litigation. He is experienced in the areas of criminal defense, commercial litigation, products liability, insurance matters, criminal and civil RICO cases and healthcare matters. Booker has substantial civil and criminal trial experience having tried cases involving allegations of defective products, bad faith on the part of insurance carriers, disputes over real estate holdings and trademark infringement as well as a number of cases involving allegations of criminal conduct. He also handles post-conviction cases in Federal courts and is often retained in matters involving the Federal Sentencing Guidelines.
Prior to beginning his legal career, Booker served as a Psychologist and Director of the Westside Counseling Center in Las Vegas, Nevada, and also served as a Counselor and Assistant Professor at the University of Nevada Las Vegas and the North Campus of Miami-Dade Community College.
Significant Representations
· Successfully defended Arizona State Senator, John Huppenthal, in a criminal trial against allegations of theft and tampering with the oppositions campaign materials
· Obtained a defense verdict for large life insurance provider in a "Bad Faith" suit brought in Nevada
· Represented an individual who was acquitted of Securities Fraud and recovered $15 million originally seized along with the interest accumulated during the criminal investigation and trial
· Lead counsel in a criminal tax evasion matter involving alleged tax losses of $6 million
· Successfully represented a Canadian National, post-conviction, in a Treaty authorized prisoner transfer
· Successfully represented a criminal defendant in a post-conviction action to reduce and modify a sentence imposed under the Federal Sentencing Guidelines
· Representation of a large American insurance company in successful defense of bad faith claims
· Representation of a major sports figure in defense of felony charges Provided counsel to a multi-million dollar startup of health care insurance provider
· Defended a Sports Memorabilia Company in a federal criminal investigation
· Defended a Southwestern restaurant chain against federal tax and immigration charges
· Defended and advised international direct mail firms against federal criminal charges as well as postal and administrative violations
· Lead counsel in a trademark dispute matter on behalf of a major Southwestern restaurant chain
· Defense of an attorney in a criminal securities fraud case
· Defended a criminal matter involving allegations of forged Sports Memorabilia
· Defended a criminal matter involving the collection of defaulted student loans
· Lead counsel in a wrongful death case involving a large interstate transport company
Professional & Community Involvement
· Member, Board of Trustees, Barrow Neurological Foundation
· Board Member, Valley Big Brothers/Big Sisters
· Board Member, Northern Arizona University Alumni Foundation
· Board Member, Arizona State University Law School Law Society
· Board Member, National Minority Junior Golf Scholarship Association
· Member, Executive Committee, First Tee Learning Center, Phoenix, Arizona
· President, Northern Arizona University Alumni Association, 1991-1992
· Chairman, Board of Directors, Community Legal Services, 1990-1991
· President, Epsilon Upsilon Chapter of Kappa Alpha Psi Fraternity
· Member, Board of Directors, Greater Phoenix Black Chamber of Commerce
Awards & Recognition
· 2004 NAACP Legal Redress Award
· Martin Luther King, Jr. Justice Award
· AV® Preeminent™ 5.0 out of 5
Other Experience
· Judge Pro Tem, Maricopa County Superior Court
· Trial attorney with the United States Attorney's offices in Nevada and Arizona
· Chief Deputy District Attorney with the Clark County District Attorney's office, Las Vegas, Nevada
· Corporate Counsel with Arizona Public Service Company
· Coroners Inquest Hearing Officer, Clark County, Nevada
Articles, Publications, & Lectures
Lectures
· Speaker, "Keys to Building a Successful Legal Career," Access to Justice, Fall 2008.
· Speaker, "Defending Physicians Who Are the Subject of Criminal Investigations," Law School for Doctors, February 2004.
· Speaker, "Barriers to Recruitment and Retention of Minorities," Arizona State Bar Association, June 2000.
· Speaker, "Defense of Excessive Force Cases," Defense Research Institute Annual Meeting, January 1999.
· Speaker, "Investigating, Prosecuting, and Defending Fraud Cases," American Institute of Certified Public Accountants National Fraud Conference, December 1996.
Practice Areas: Litigation; White Collar Criminal Defense.Email: Booker T. Evans
Jerry Fellows (Shareholder) born 1962; admitted to bar, 1992, Wisconsin; Minnesota; Arizona; U.S. District Court for the Eastern District of Wisconsin; U.S. District Court for the Western District of Wisconsin; U.S. Patent and Trademark Office. Education: University of Illinois at Urbana-Champaign (B.S., General Engineering, 1985); Pennsylvania State University (M.S., Industrial Engineering, 1989) Electromechanical thesis; Marquette University Law School (J.D., cum laude, 1992).
Jerry Fellows prepares and implements intellectual property protection and enforcement strategies that help clients achieve their business goals. His practice includes acquiring and enforcing United States and foreign patent rights, particularly for software, e-commerce, Internet, business methods, funds transfer systems, financial instruments and electrical, mechanical, biomedical, and electromechanical technologies. He also helps clients acquire and enforce United States and foreign trademark rights, copyrights and trade secrets, negotiates intellectual property licenses and technology transfers, prepares invalidity and non-infringement opinions, and performs due diligence for mergers and acquisitions. Prior to joining Greenberg Traurig, Jerry was Managing Partner of his prior firm's largest office.
Significant Representations
· Extensive lead patent counsel experience for clients ranging in size from start-up to Fortune 100 companies.
· Substantial experience leading intellectual property related merger and acquisitions due diligence and negotiations for transactions valued at up to one billion dollars.
· Obtained patent coverage that a client's competitor asserted in court "destroyed" its business. This matter was handled by Jerry prior to his joining Greenberg Traurig.
· Extensive experience representing clients regarding the Ronald A. Katz Technology Licensing, L.P. ("RAKTL") patent portfolio and licensing program.
· Jerry led the formation of the first consortium worldwide to negotiate with RAKTL, a patent owner reportedly approaching one billion dollars in royalty revenue. Subsequently, he formed and led negotiations for financial services consortia and a utility consortium. This matter was handled by Jerry prior to his joining Greenberg Traurig.
· Led negotiations for the first Katz-focused multi-industry consortium to achieve significant settlement cost reductions.
Professional & Community Involvement
· Milwaukee Section of the Society of Automotive Engineers
- Director, 1992 - 2002
- Chair, 1996 - 1997, 1999 - 2002
· Adjunct Professor of Intellectual Property Law, Marquette University Law School, 1993 - 1998
· Intellectual Property Section, State Bar of Wisconsin
- Chair, 1994 - 1995
- Director, 1993 - 1998
Awards & Recognition
· Listed, Best Lawyers in America, 2005 - 2010
· Listed, Marquis Who's Who in America, 2007 - 2009
· AV® Peer Review Rated
Member: State Bar of Wisconsin (Chair, 1996-1997 and 1999-2002 and Director, 1993-1998, Intellectual Property Section).
Practice Areas: Intellectual Property & Technology.Email: Jerry Fellows
Karl A. Freeburg (Shareholder) born Spencer, Iowa, November 17, 1962; admitted to bar, 1990, Arizona; U.S. District Court for the District of Arizona. Education: University of Iowa (B.B.A., 1986); University of Iowa College of Law (J.D., 1989).
Karl Freeburg has a broad-based practice in the area of commercial transactions. Karl's practice includes the representation of borrowers and lenders in all types of real estate secured and asset-based financings. He also has extensive experience assisting businesses in the documentation and negotiation of a variety of contracts, including supply agreements, consulting agreements and real estate purchase and sale agreements. Karl brings a practical, results-oriented approach to the representation of his clients.
Areas of Concentration
· Asset based finance
· Real estate lending
· Commercial transactions
Significant Representations
· Represented borrowers and lenders in all types of real estate secured and asset-based financings, including those collateralized by intellectual property.
· Represented borrowers in connection with Rule 144A note offerings in excess of $200,000,000.
· Prepared various form consulting agreements for use by computer network consultant.
· Represented purchaser in connection with purchase of a portfolio of vehicle leases.
· Represented borrowers and lenders in various sophisticated work-out transactions.
· Prepared legal opinions relating to various significant transactions, including transactions involving the securitization of credit card receivables.
· Represented national restaurant franchisors/franchisees in multi-state financing transactions.
· Represented numerous national lenders in connection with review of form financing documents for compliance with local law.
Professional & Community Involvement
· Chairman, Arizona State Bar, Business Law Section, 1996-1997
· Board of Directors, Junior Achievement of Arizona, Inc.
· Member, American Bar Association, Business Law Section
· Member, Maricopa County Bar Association
Articles, Publications, & Lectures
Articles
· Author, "Looking Beyond the Interest Rate: A Guide to Obtaining the Best Loan," Arizona Business Gazette, June 26, 1997
Member: State Bar of Arizona (Chairman, Business Law Section, 1996-1997); American Bar Association (Business Law Section); Maricopa County Bar Association.
Practice Areas: Financial Institutions; Corporate & Securities; Real Estate.Email: Karl A. Freeburg
Harry J. Friedman (Shareholder) born Syracuse, New York, October 31, 1949; admitted to bar, 1975, District of Columbia (inactive); 1981, Florida; 2001, Arizona. Education: Hobart and William Smith Colleges (B.A., 1971); Syracuse University College of Law (J.D., 1974); University of Miami School of Law (LL.M., Taxation, 1981).
Harry J. Friedman has substantial experience in the area of general business tax planning, including the formation of joint ventures, limited partnerships and limited liability companies, consolidated tax returns, and mergers and acquisitions of both private and public corporations. In addition, Harry provides advice and counseling to tax exempt organizations including hospitals, private schools, and scientific research organizations, on maintaining tax-exempt status, unrelated trade or business income issues and joint ventures as well as corporate governance issues.
Areas of Concentration
· Partnership and corporate taxation
· Tax exempt organizations
· Federal and state taxation
Significant Representations
· Provide tax counsel for a number of private equity fund acquisitions and dispositions.
· Provided tax advice in connection with spinoffs and splitoffs of public companies.
· Provided tax advice in connection with creating limited liability company structures for S corporations' targets.
· Provided tax advice in connection with the formation of real estate opportunity funds and private equity funds.
· Represented a a tax exempt organization in a merger with another tax exempt organization.
· Represented a public corporation in connection with its acquisition by a public corporation in a tax-free reorganization.
· Representation of homebuilders in connection with joint ventures for development of building lots.
Professional & Community Involvement
· Member, State Bar of Arizona - Tax Section
· Member, American Bar Association - Tax Section
- Sub-Committee on Proposed and Temporary Regulations of S Corporations Committee, Chair, 1984-1991
- Committee on Proposed Revenue Rulings of S Corporations, Co-chair, 1991-92
· The Florida Bar
- Tax Section, Executive Counsel, 1991-1992
- Committee on Corporate Tax, Chair, 1986-88
- Committee on Administration of State Taxes, Co-chair, 1991-92
- Committee on Relations between FICPA and Florida Bar, Vice-chair
Awards & Recognition
· Listed, Best Lawyers in America
· The Business Journal's "Best of the Bar Award" for Tax Law, 2005
Articles, Publications, & Lectures
Articles
· Co-author, "Changes in the Laws Governing Tax Exempts," GT Alert, August 2007
· Co-author, "No Good Deed Goes Unpunished: A Primer on Excise Tax Penalties on Foundations and Charitable Trusts," Trusts & Estates, May 2000
· Co-author, "Florida Nonprofit Corporation Law," The Exempt Organization Tax Review
Speeches
· Current Developments Affecting Public Charities, "Intermediate Sanctions," Miami, May, 1997
· Tax Issues for Healthcare Organizations, "Ancillary Joint Ventures," October 1996
· National Health Lawyers Association Annual Health Law Update, "Conversions of Nonprofit Hospitals," June 1996
· American Bar Association Health Law Forum, "Conversions of Nonprofit Hospitals," October 1995
Member: State Bar of Arizona (Tax Section); American Bar Association (Tax Section; Chair, Sub-Committee on Proposed and Temporary Regulations of S Corporations Committee, 1984-1991; Co-Chair, Committee on Proposed Revenue Rulings of S Corporations, 1991-1992 ); The Florida Bar (Executive Counsel, Tax Section, 1991-1992; Chair, Committee on Corporate Tax, 1986-1988; Co-chair, Committee on Administration of State Taxes, 1991-1992; Vice-chair, Committee on Relations between FICPA and Florida Bar).
Practice Areas: Tax.Email: Harry J. Friedman
Jean E. Harris (Shareholder) born Carlsbad, New Mexico, March 26, 1947; admitted to bar, 1972, Wisconsin; 1973, Michigan; 1977, Arizona. Education: Tufts University (B.A., 1969); University of Wisconsin Law School (J.D., 1972).
Areas of Concentration
· Initial public offerings and secondary public offerings of equity securities
· Public offerings of debt securities
· Private placements of equity and debt securities
· Tenant-in-Common offerings
· Partnership and limited liability company private placements
· REIT private placements
· Ongoing securities law compliance
Significant Representations
· IPO for developer and supplier of custom-designed touchpad and dual pointing interface solutions for notebook computers.
· Follow-on offering for a public company engaged in designing and manufacturing liquid crystal display modules and microdisplays.
· Rule 144A $150,000,000 Senior Note offering and registered exchange offer for public company providing health and safety services, including 911 emergency transport services.*
· SEC Registration of a hotel condominium coupled with a rental pool.*
· Private placement for $400 million REIT offering.
· Tenant-in-Common private placements and Delaware statutory trust offerings.
· Real estate syndication private placements for retail and office projects.
· Form 10 for a biopharmaceutical company focusing on proprietary ingredients for functional nutrition.*
· Ongoing 1934 Act representation for various public companies.
*Matters were handled by Jean prior to her joining Greenberg Traurig.
Professional & Community Involvement
· Member, American Bar Association
- Standing Committee on Audit, Member, 1999-2002
- Section of Business Law, 1982-Present
- Council Member, Section of Business Law, 1996-2000; Chair-Finance Committee
- Educational Programming Board, Section of Business Law, Co-Chair 2006-present
- Chairman, Committee on State Regulation of Securities, Section of Business Law, 1992-95; Vice Chairman, 1989-1992; Secretary, 1988-1989
- Member, Committee on Federal Regulation of Securities, Section of Business Law, 1993-Present; Co-Chair, Subcommittee on Small Business Issuers, 1998-2006
· Member, State Bar of Arizona, 1979-Present
- Chairman, Section on Securities Regulation, 1988-1989
· Trustee, Desert Botanical Garden, 1993-2000
Awards & Recognition
· Listed, Best Lawyers in America, 2010
Articles, Publications, & Lectures
Articles
· Co-author, "Financing the American Dream - Small Business and the ULOR Project," 43 Bus. Law. 757 (1988)
· Co-author, "Financing the American Dream: A Beginning," 44 Bus. Law. 625 (1989)
· Co-author, "Financing the American Dream - ULOR SCOR(E)S," 45 Bus. Law. 1343 (1990)
· Co-author, "Presumptive Merit - A New Era for Arizona Securities Law," 45 Bus. Law 1347 (1990)
· Co-author, "Uniform Form for Small Offerings: SCOR," 23 Rev. of Sec. and Com. Reg. 219 (1990)
· Co-author, "Developments in the Use of Form U-7 (SCOR)," 47 Bus. Law 273 (1991)
· Co-author, "Simplifying Registration of Small Corporate Offerings: Form U-7 'SCORs'," 6 Insights 13, July 1992
· Co-author, "Regulation D Offerings," ALI-ABA Course Handbook (1989-2004)
· Co-author, "Blue Sky Laws," PLI Course Handbook (1993)
Member: American Bar Association (Member, Standing Committee on Audit, 1999-2002; Section of Business Law, 1982; Council Member, Section of Business Law, 1996-2000; Chair, Finance Committee; Member, Educational Programming Board; Co-Chair, Section of Business Law, 2006; Chairman, Committee on State Regulation of Securities; Member, 1992-1995, Vice Chairman, 1989-1992 and Secretary, 1988-1989, Business Law Section; Member, Committee on Federal Regulation of Securities; Member, Business Law Section, 1993; Co-Chair, Subcommittee on Small Business Issuers, 1998-2006); State Bar of Arizona (Chairman, Section on Securities Regulation, 1988-1989).
Practice Areas: Corporate & Securities; Real Estate Investment Trusts (REITs).Email: Jean E. Harris
Robert S. Kant (Shareholder) born Little Rock, Arkansas, September 25, 1944; admitted to bar, 1970, Pennsylvania; 1978, Arizona. Education: University of Pennsylvania (B.A., 1966); Villanova University School of Law (J.D., 1970) Associate Editor, Villanova Law Review.
Areas of Concentration
· Securities
· Public offerings
· Private placements
· Venture capital
· Mergers and acquisitions
· Corporate finance
Significant Representations
· Has represented numerous large and small issuers of equity and debt securities in hundreds of securities transactions involving the sale of more than $20 billion of securities through virtually every major investment banking firm in the United States.
· Represents national, regional, and local investment banking firms.
· Represents a variety of investment banking, private equity, and venture funds.
· Serves as a director or member of advisory board to public and private companies.
Professional & Community Involvement
· Member, State Bar of Arizona, Small Business Capital Formation Subcommittee of Committee on Securities Regulation
- Chairman, Securities Section, 1987-1988
Awards & Recognition
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2003-2009 editions
· Listed, Best Lawyers in America, 2003-2009
· Selected by Southwest Super Lawyers magazine, 2007-2009 editions
- Selected as one of the Top 50 Super Lawyers in Arizona, 2008
· Listed as one of the "Lawdragon 3000 Leading Lawyers in America," Lawdragon.com, 2006
· "Best of the Bar", Corporate Law, Phoenix Business Journal, February 2003
· "Best of the Bar," Securities Law, Phoenix Business Journal, February 2004
· "Best Lawyer in Valley," Phoenix Business Journal, January 2005
Articles, Publications, & Lectures
Articles
· Co-author: "Presumptive Merit-A New Era for Arizona Securities Law," 45 Bus. Law, 1347, 1990
· Co-author, "Going Public: Practice, Procedures and Consequences," 27 Villanova Law Review 1, 1981
· Co-author, "Real Estate Syndications--Federal and Arizona Law Aspects," Arizona Realtor Digest 11, 1979
· Co-author, "Integrated Reports," 11 Review of Securities Regulation 940, 1978
· Co-author, "The New Annual Report of Shareholders," 20 Villanova Law Review 273, 1975
· Co-author, "SEC Rule 147: A Further Narrowing of the Intrastate Offering Exemption," 30 Bus. Law. 73, 1974
· Co-author, "Uncertainty Under the Securities Act," 26 Bus, Law, 1962, 1971
Miscellaneous
· "Loving One's Work," The Business Journal - Phoenix, September 1, 2006
Member: State Bar of Arizona (Member, Small Business Capital Formation Subcommittee of Committee on Securities Regulation; Chairman, Securities Section, 1987-1988).
Practice Areas: Corporate & Securities.Email: Robert S. Kant
Michael L. Kaplan (Shareholder) born Walnut Creek, California, 1968; admitted to bar, 1993, Arizona. Education: College of William and Mary (A.B., Economics and Government, 1990); Stanford Law School (J.D., 1993) Associate Editor, Stanford Law Review.
Michael Kaplan focuses his practice on mergers and acquisitions, private equity and venture capital transactions, public and private securities offerings, and other sophisticated corporate finance transactions, as well as counseling public companies and their directors on corporate governance and SEC reporting matters. Michael also serves as outside general counsel for public company clients and private equity portfolio companies. Michael's specific industry experience includes aerospace/defense and government services, electronics manufacturing, and consumer products.
Areas of Concentration
· Mergers, acquisitions, and divestitures
· Private equity and venture capital transactions
· Exon-Florio issues
· Leveraged ESOP transactions
· Securities offerings
· Corporate governance and SEC reporting
Significant Representations
· Mergers and Acquisitions
- Represented TEAC Aerospace, a leading provider of airborne video and data recorders for military and aerospace applications, in its sale to Goodrich Corporation.
- Represented TTM Technologies in its acquisition of the Printed Circuit Group business unit of Tyco International, Ltd., a significant defense contractor.
- Represented Thayer Capital in leveraged ESOP buyout of Naumann Hobbs, Inc., a materials handling and logistics provider.
- Represented Thayer Capital in its leveraged buyout of TEAC Aerospace.
- Represented TTM Technologies, Inc. in its acquisition of Advanced Circuits, Inc., a high-tech printed circuit board manufacturer, from Honeywell International, Inc.
- Represented Trivest Partners in its leveraged buyout of Regional Diagnostics, LLC, a provider of diagnostic imaging services.
- Represented Verid, Inc., a leading provider of e-commerce identity verification solutions, in its sale to EMC Corporation.
- Represented Thayer Capital in its leveraged buyout of three transportation and logistic providers: Roadrunner Freight Systems, Inc., Group Transportation Services, Inc., and Total Quality, Inc.
- Represented Trivest Partners in its leveraged buyout of AeroBed Products, Inc., a manufacturer of inflatable beds.
- Represented Styling Technology Corporation, a consolidator in the professional salon products industry, in connection with 11 acquisitions as well the divestiture of eight significant product lines.*
- Represented Thayer Capital in its leveraged buyout of Quadel Consulting Corporation, a leading provider of direct management, consulting and training services to the affordable housing industry.
- Represented Adjoined Consulting, Inc., an IT consulting and data storage provider, in its sale to Kanbay International.
· Securities Offerings
- Represented TTM Technologies, Inc. in connection with three public equity offerings and a public convertible debt offering.
- Represented Styling Technology in connection with its public equity offering and a 144A high-yield debt offering.*
- Represented Rural/Metro Corporation, a provider of health and safety services, including 911 emergency transport services, in connection with two public equity offerings and a 144A high-yield debt offering.*
- Represented Cerprobe Corporation, a manufacturer of semiconductor testing equipment and probe cards, in connection with its public equity offering.*
· Venture Capital
- Represented Verid in its venture capital transactions with CIBC World Markets and Fidelity Ventures.
- Represented C/Max Capital in its venture capital investment in Verid.
- Represented Koch Ventures and Austin Ventures in their venture capital investment in QuickArrow, Inc., a leading provider of professional services automation software.
- Represented Adjoined in its venture capital transaction with Columbia Capital and Noro-Moseley Partners.
*These matters were handled by Michael prior to his joining Greenberg Traurig.
Professional & Community Involvement
· Member, National Defense Industrial Association
· Board Member, Association for Corporate Growth, Arizona Chapter
· Membership Chair, Society of Corporate Secretaries and Governance Professionals, Phoenix Chapter
· Board Member and Vice Chairman, Jewish Federation of Greater Phoenix
· Member, National Young Leadership Cabinet, United Jewish Communities
Awards & Recognition
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2007-2009 editions
· Listed, Best Lawyers in America, 2009 - 2010
· Recommended, Practical Law Company, PLC Dispute Resolution Handbook, 2008
Other Experience
· Executive Vice President and General Counsel of Styling Technology Corporation
Articles, Publications, & Lectures
Articles
· Co-author, "Deals Can Be Derailed by Security Concerns," NDIA's Business and Technology Magazine, August 2009
Lectures
· Panelist, "Selling To an ESOP; A Win-Win-Win For Employees, Seller and Company," November 2007
Member: National Defense Industrial Association.
(Also at Washington, DC Office). Languages: Spanish. Practice Areas: Corporate & Securities; Defense & Homeland Security.Email: Michael L. Kaplan
John F. Lomax, Jr. (Shareholder) born Tryon, North Carolina, August 6, 1969; admitted to bar, 1996, Georgia and South Carolina; 1997, North Carolina; 2000, Arizona. Education: University of North Carolina at Chapel Hill (B.A., 1991); Emory University School of Law (J.D., 1996) American Jurisprudence Awards for Constitutional Law and State and Local Tax; Executive Articles Editor, Bankruptcy Developments Journal.
John Lomax is a trial lawyer who specializes in the defense of labor and employment matters. He is listed in Best Lawyers in America and Chambers & Partners USA Guide. While the bulk of his practice is devoted to employment litigation, he has represented clients in copyright, trademark, trade secret, fraudulent conveyance, and shareholder disputes. John has handled arbitrations, bench, and jury trials.
John has also successfully represented management in union organizing efforts, unfair labor practices cases, and negotiating collective bargaining agreements. He counsels companies on plant closures and layoffs and advises companies on labor issues in bankruptcy proceedings, mergers, and acquisitions. He also advises employers on affirmative action plans and wage and hour matters.
Significant Representations
· Obtained directed verdicts at the close of a four-week trial for an employer on all major wage and tort claims and contract claims asserted by an employee/shareholder. The remaining claims settled on a walk-away basis.
· Member of a National Coordinating Counsel team overseeing litigation of a large number of wage/hour class actions, FLSA collective actions, and MDL proceedings on behalf of national employer.
· Represented multi-state employer in defense of three Fair Labor Standards Act off-the-clock cases. On the second day of trial in lead case, the court approved a very favorable settlement covering all three plaintiffs and ending the threatened collective action.
· Resolved contentious non-competition litigation after two years with full recovery of all defense costs and attorneys' fees. Litigation included a four-day preliminary injunction where an effort to impose preliminary injunction related to a non-competition clause was defeated. Court awarded several monetary sanctions against plaintiff for discovery abuses.
· Represented telecommunications provider in trade secrets and non-solicitation of customers and employees case. Obtained preliminary and permanent injunctions against competitor in federal court and permanent injunction against former employees in arbitration. Client recovered all costs and attorneys' fees incurred in litigation.
· Represented computer reseller in contentious anti-piracy case involving a competitor and six former employees. Obtained injunctive relief sought and litigation is ongoing.
· Obtained summary judgment in Title VII pattern and practice case brought by the EEOC.
· Obtained summary judgment in ADA case that the U.S. Fifth Circuit Court of Appeals affirmed.
· Retained by employer to handle multi-claimant alleged pattern and practice EEOC investigation arising from a reduction in force. Now handling the related lawsuits against the employer.
Professional & Community Involvement
· Member, American Bar Association, Labor and Employment Section
· Past Chair, Teach For America, Phoenix Regional Advisory Board, 2000-2006
· Member, Board of Directors, Valley of the Sun Human Resources Association
· Member, Board of Directors, Open Table, Inc.
· Former Member, Paradise Valley United Methodist Board of Trustees
· Chair, Board of Directors, New Global Citizens
Awards & Recognition
· Listed, Best Lawyers in America, 2008 - 2010
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2008 and 2009 editions
· Selected by Southwest Super Lawyers magazine, 2009 edition
Articles, Publications, & Lectures
Articles
· Contributing Author, "RICO and Labor Law," The Developing Labor Law (ABA 4th ed.)
· Author, "Disparate Impact Discrimination," Labor and Employment Law for South Carolina Lawyers (SC Bar 1999)
· Editor, "Procedures," Protecting the Growing Number of Older Workers: The Age Discrimination in Employment Act 1997 Supp. (George Mason U. 1998)
· Author, "Privacy in the Workplace," South Carolina Lawyer (Jan. 1997)
· Author, "Information Technology and Workplace Privacy," American Textiles International 48 (Feb. 1997)
· Author, "Solving Employment Disputes Without Court," American Textiles International 32 (Nov. 1996)
· "Future Electric Utility Bankruptcies," 12 Bankruptcy Developments Journal 535 (1996)
· Contributing Author, "Labor and Employment Laws Applicable to Organized Delivery Systems," Health Care Administration, (Jones & Bartlett 4th ed. 2004)
Member: American Bar Association (Member, Labor and Employment Section); Valley of the Sun Human Resources Association (Member, Board of Directors).
Practice Areas: Labor & Employment; Litigation.Email: John F. Lomax, Jr.
Bruce E. Macdonough (Shareholder) born Bethpage, New York, August 28, 1956; admitted to bar, 2000, Arizona. Education: Stanford University (A.B., 1978); University of Virginia School of Law (J.D., 1981).
For almost 25 years, Bruce's practice has concentrated on mergers and acquisitions, public and private securities offerings, other sophisticated corporate finance transactions, and providing general corporate counsel to public and private companies. The judgment and experience gained from working with both entrepreneurs and institutions in a wide range of industries and through several economic cycles helps Bruce to assist clients in efficiently navigating the minefield of legal and financial issues raised in structuring, negotiating, documenting and closing business deals.
Areas of Concentration
· Mergers and acquisitions, buyouts and recapitalizations
· Public and private equity and debt offerings
· Periodic SEC reporting
· Board and special committee advice, including corporate governance counsel
· Start-up and venture capital transactions
Significant Representations
· Extensive public company M&A experience, including acquisition programs for consolidators and other growth companies, going private transactions, special committee assignments, tender offers, mergers and other change-in-control transactions.
· Regular representation of private companies, ranging from entrepreneurial family businesses to private equity firms, in acquisitions and dispositions.
· General counsel for public companies, including advice and assistance with respect to periodic SEC reporting, corporate governance and director fiduciary duties.
· Served as issuer's counsel in numerous initial and other public, Rule 144A and PIPE offerings for businesses in a broad range of industries.
· Served as underwriters' counsel for investment banking firms that have included Salomon Smith Barney, Raymond James, BT Alex. Brown, Warburg Dillon Read, and Prudential Securities.
· Broad corporate finance experience that includes venture capital and other private placements of equity and debt securities, secured bank and subordinated loans, and the structuring and negotiation of joint venture, shareholders' and strategic alliance agreements.
· Industry experience that has included manufacturing, specialty retail, healthcare, hospitality and other service businesses.
Awards & Recognition
· Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2006, 2007 and 2008 editions
· Selected by Southwest Super Lawyers magazine, 2007, 2008 and 2009 editions
· Listed, Best Lawyers in America, 2009
Practice Areas: Corporate & Securities.Email: Bruce E. Macdonough
Robert Mandel (Shareholder) born Milwaukee, Wisconsin, May 25, 1968; admitted to bar, 1994, New York; 2004, Arizona; U.S. Court of Appeals, Fifth Circuit; U.S. Court of Appeals, Ninth Circuit; U.S. Court of Appeals, Second Circuit; U.S. District Court for the District of Arizona; U.S. District Court for the Southern District of New York; Supreme Court of the United States. Education: University of Wisconsin-Madison (B.A., Political Science, with honors, 1990); University of Michigan Law School (J.D., cum laude, 1993).
Rob Mandel is an AV® peer review rated (Martindale-Hubbell's highest available rating of legal ability and ethics) attorney whose practice focuses on high-stakes commercial litigation, appellate advocacy and appellate counseling to trial lawyers and clients.
Litigation
Rob has more than 15 years of experience prosecuting, defending and settling business litigations of all shapes and sizes as well as disputes between state government and private parties in the federal and state courts. Rob, while practicing law in New York City with another international law firm until 2003, participated in the prosecution of three complex civil RICO actions in federal court on behalf of one of Japan's largest trading houses, charging several financial institutions with having aided and abetted its head copper trader in a $2.6 billion rogue trading scheme. Rob subsequently participated in a federal lawsuit in which the clients, a group of insurance companies, charged a prominent financial institution with having assisted members of Enron's management team in a scheme to induce the insurers to issue surety bonds worth approximately $1 billion by disguising what were, in actuality, cash loans as natural gas and crude oil transactions.
Rob, in addition to his involvement in financial fraud and rogue trading cases, litigates bet-the-company commercial disputes, including, most recently, a high stakes wrongful termination action on behalf of an electronics manufacturer against its former distributor, a federal securities fraud class action against a public company and a variety of real estate development disputes. Rob also has participated in a lawsuit pitting a major sports league against a team owner and a television superstation regarding the issue of national telecasting rights; an insurance recovery action pitting a French computer manufacturer against its insurer and insurance broker relating to coverage for a fire that destroyed the company's warehouse, a federal securities class action pitting a pharmaceutical company against a class of plaintiff shareholders; and a $20+ million construction design defect action against a political subdivision of the State of Arizona on behalf of a prominent general contractor.
Appeals & Appellate Counseling
Rob, in his capacity as an appellate advocate and counselor, has played a role in securing favorable results for clients in federal and state appellate courts throughout the nation. His experience includes formulating and briefing due process arguments for the reversal or reduction of excessive punitive damages awards, a wide variety of substantive state law issues in commercial tort and contract cases, a host of state law, constitutional, and public policy issues arising in government corruption cases and other disputes involving state and local government, appeals of orders granting or denying preliminary injunctions, and special actions, including petitions for writs of mandamus to state and federal appellate courts.
Rob crafted the successful legal arguments in a multi-office collaborative effort to reverse perhaps the largest punitive damages award ever imposed against an individual in U.S. history, resulting in a published decision. Rob recently succeeded in vacating another punitive damages award against a former public official as "grossly excessive", resulting in another published Ninth Circuit decision. Rob formulated and briefed Ninth Circuit appeals on behalf of an electronic bingo gaming device manufacturer in a series of heated multi-million dollar distribution agreement disputes, leading to the affirmance of a favorable judgment and the reversal of an unfavorable judgment. Rob and his team recently defeated both a Special Action Petition and a Petition for Review in the Arizona State Supreme Court in a high-profile political dispute. Rob frequently counsels trial lawyers and clients on procedural and substantive appellate matters. Rob also participates in trials for purposes of optimizing the record for appeal.
Rob believes in giving back to his community. In addition to his philanthropic work, Rob, as Volunteer Co Counsel with the Criminal Appeals Bureau of the Legal Aid Society of New York, appeared before the Appellate Division of the Supreme Court of the State of New York, Second Department, and persuaded that tribunal to exercise its "interests of justice" jurisdiction to vacate the manslaughter conviction of an indigent client on due process grounds. The Appellate Division's published decision, which also dismissed the indictment, has been cited in subsequent New York state court decision and legal treatises. The defendant later was acquitted of all charges on retrial.
Areas of Concentration
· Appellate Advocacy and Counseling
· Business Litigation
· Internal Corporate and Rogue Trading Investigations
· Government Litigation
Professional & Community Involvement
· Board of Directors, Crisis Nursery, Phoenix, 2005-present
· Board of Directors, Jewish Federation of Greater Phoenix, 2006-2007
· Member, American Bar Association, Lawyer's Division, Appellate and Litigation Practice Sections
- Chair, Practice Section's Task Force on Written Appellate Advocacy, 2008-present
- Co-Chair, Appellate Practice Section, Membership Recruitment Subcommittee, 2008-present
· Member, American Bar Association, Judicial Division
- Judicial Evaluation Committee, August 2008-present
- Ethics and Professionalism Committee, August 2008-present
· Member, Federal Bar Association, Appellate Practice Section
· Member, State Bar of Arizona, Appellate Practice Section
· Member, New York City Bar Association, 1994-present
Awards & Recognition
· Recommended, Practical Law Company, PLC Dispute Resolution Handbook, 2008
· AV® Peer Review Rated
Articles, Publications, & Lectures
Articles
· "Copycat Complaints and Rule 11," The New York Law Journal (1996)
Speeches
· Moderator, "Punitive Damages Lawyer Perspectives on the U.S. Supreme Court's Evolving Jurisprudence Regarding Excessive Punitive Damages," State Bar of Arizona (2008)
· Lecturer, "Excessive Punitive Damages after Exxon Shipping Co. v. Baker: A Perspective on the U.S. Supreme Court's Evolving Punitive Damages Jurisprudence," Arizona Federal District Court Conference, Tucson, AZ (March 6, 2009)
· CLE Faculty, "Punitive Damages: Lawyer Perspectives on the U.S. Supreme Courts Evolving Jurisprudence Regarding Excessive Damages," State Bar of Arizona (2008)
· CLE Faculty, Basic Trial Skills Series, "Motions for Judgment and Closing Arguments," State Bar of Arizona (2008)
· CLE Faculty, GT National Appellate Practice Group Training Program, (2008)
· CLE Faculty, "Excellence in Legal Writing," Larry J. Hoffman Professionalism Center (2004)
Member: American Bar Association (Chair, Practice Section's Task Force on Written Appellate Advocacy, 2008-present and Co-Chair, Membership Recruitment Subcommittee, Appellate Practice Section, 2008-present, Lawyer's Division, Appellate and Litigation Practice Sections); Federal Bar Association (Appellate Practice Section); State Bar of Arizona (Appellate Practice Section); New York City Bar.
Practice Areas: Appellate; Litigation; Government Litigation.Email: Robert Mandel
Jeffrey M. Manley (Shareholder) born Quantico, Virginia, September 17, 1959; admitted to bar, 1984, Arizona; U.S. Court of Appeals, Ninth Circuit; U.S. District Court for the District of Arizona. Education: Arizona State University (B.A., 1981); University of Arizona James E. Rogers College of Law (J.D., 1984).
Jeffrey Manley practices in the areas of estate planning, estate and trust administration and corporate law focusing on counseling high net worth individuals, families and closely-held business organizations on business, tax, succession and asset protection planning utilizing preventative law techniques. He has over 20 years experience serving as general counsel for multi-generational families, closely held businesses and professional corporations, preparing succession plans and advising on minimizing taxes and avoiding litigation.
Areas of Concentration
· Sophisticated estate planning
· Business succession planning
· Estate and trust administration and litigation
· Closely held business law, including formation, maintenance, and disposition of corporations, partnerships, and LLCs
· Tax planning and controversies
· Asset protection planning
· Pre-and-Post marriage agreements
· Charitable planning
· Planning with retirement assets and life insurance
Significant Representations
· High net worth individuals and families
· Business owners, professionals, ranchers and farmers
· Corporate and individual fiduciaries
Professional & Community Involvement
· State Bar of Arizona
- Member, Probate & Trust Section Executive Council, 2005-2008
- Member, Business Law, Probate & Trust Law and Tax Law Sections
· American Bar Association
- Member, Real Property, Probate & Trust Law Section
· Maricopa County Bar Association
· Valley Estate Planners
- President, 2008-2009
- Board of Directors
· Central Arizona Estate Planning Council
- Board of Directors
· Arizona Community Foundation
- Member, Professional Advisory Board
· Phoenix Children's Hospital Foundation
- Member, Planned Giving Committee
- Member, Advisory Steering Committee
· Phoenix Art Museum
- Member, Planned Giving Committee
· St. Theresa Perpetual Fund
- Board of Directors
· Arizona Department of Education Character Education Blue Ribbon Task Force
· Arizona Character Education Foundation
- Board of Directors
· Arizona-Mexico Commission
- Partner
· University of Arizona Foundation
- Member, President's Club
· Certified Fiduciary in the State of Arizona
· Member of UBS Attorney Network and UBS Attorney Network Advanced Wealth Council
Awards & Recognition
· AV® Peer Review Rated
· Listed, Arizona Business Magazine, Top Lawyers for Trusts and Estates Law
Articles, Publications, & Lectures
Articles
· Author, "The Future of Estate Planning After Estate Tax Repeal or Higher Exemptions," 2006.
Speeches
· Speaker, "Tax and Legislative Update," The Summit - Breakthrough with Trust & Insurance, Merrill Lynch, 2009.
· Speaker, "Primer on Probate," State Bar of Arizona, 2008.
· Speaker, "Pension Protection Act of 2006 - Impact on Charitable Giving," Phoenix Art Museum, 2007.
· Speaker, "Family-Owned Businesses: To the Next Generation and Beyond," UBS, 2006.
· Speaker, "Advanced Estate Planning," State Bar of Arizona, 2006.
· Speaker, "Charitable Remainder Trusts," Phoenix Planned Giving Roundtable, 2005.
Member: State Bar of Arizona (Member: Probate & Trust Section Executive Council, 2005-2008; Business Law, Probate & Trust Law and Tax Law Sections); American Bar Association (Member, Real Property, Probate & Trust Law Section); Maricopa County Bar Association.
Practice Areas: Trusts & Estates; Corporate & Securities; Wealth Management.Email: Jeffrey M. Manley
Kevin J. Morris (Shareholder) born 1958; admitted to bar, 1988, Arizona. Education: Brigham Young University (B.S., 1985); Brigham Young University - J. Reuben Clark Law School (J.D., magna cum laude, 1988) Order of the Coif.
Kevin Morris practices in the areas of commercial real estate leasing, finance, development, and distressed loan workouts and foreclosures. His experience includes negotiating, documenting, and consummating a variety of commercial real estate transactions, including leasing, asset-based lending, acquisitions and dispositions, and distressed real property workouts and foreclosures.
Significant Representations
· Representing national restaurant chains in leasing transactions.
· Representing national lenders in connection with real estate finance transactions located on Indian tribal lands.
· Equipment financings and leasehold financings in single and multi-state transactions involving regional and nationally-recognized franchised restaurants, retail automotive part stores, automotive repair and maintenance facilities, convenience stores and combination convenience store/gas stations facilities.
· Representing sellers and buyers of commercial properties, including hotels, motels and resorts.
· Representing lenders in distressed real prope